An anonymous director reports

DIRTT ANNOUNCES AMENDMENTS TO ITS SUBSTANTIAL ISSUER BID

DIRTT Environmental Solutions Ltd. has effected certain amendments to the company's offer to purchase and accompanying issuer bid circular dated Feb. 15, 2024, in connection with its previously announced substantial issuer bid and tender offer.

The amendments, the terms of which are set out in a notice of variation and amendment No. 1 to the company's tender offer statement on Schedule TO, each dated March 5, 2024, are solely to address comments from the Securities and Exchange Commission in connection with its review of DIRTT's tender offer statement on Schedule TO dated Feb. 15, 2024.

Under the issuer bid, the company has offered to repurchase for cancellation: (i) up to $6-million principal amount of its issued and outstanding 6.00 per cent convertible unsecured subordinated debentures due Jan. 31, 2026; and (ii) up to $9-million principal amount of its issued and outstanding 6.25 per cent convertible unsecured subordinated debentures due Dec. 31, 2026 (or such larger principal amounts as the company, in its sole discretion, may determine it is willing to take up and pay for, subject to applicable law).

The issuer bid remains otherwise subject to the terms and conditions set forth in DIRTT's offer, circular and Schedule TO, each initially dated Feb. 15, 2024, and available on SEDAR+ and EDGAR, respectively, as amended by the notice of variation and the Schedule TO-I/A. This notice of variation should be read in conjunction with the issuer bid documents (as defined herein).

The notice of variation and Schedule TO-I/A are filed with the applicable securities regulators and available on SEDAR+ and EDGAR. The notice of variation is expected to be mailed to holders of debentures in Canada and the United States on or around March 6, 2024. Debentureholders are urged to review these documents carefully as they contain important details with respect to the procedures that debentureholders must follow to properly tender their debentures.

The expiration date of the issuer bid is not being extended. The issuer bid will continue to expire at 5 p.m. Toronto time on March 22, 2024, unless withdrawn or extended by the company.

DIRTT has retained Computershare Investor Services Inc. to act as depositary for the issuer bid. Any questions or requests for information may be directed to Computershare at 1-800-564-6253 (toll-free within North America) or 1-514-982-7555 (outside of North America).

None of DIRTT, its directors, Computershare or any of their respective affiliates make any recommendation to any debentureholder as to whether to deposit or refrain from depositing all or any portion of their debentures under the offer. Debentureholders must make their own decisions as to whether to deposit or refrain from depositing their debentures and, if deposited, the amount of their debentures to deposit. Debentureholders are strongly urged to review and evaluate carefully all information in the offer and circular, as amended by the notice of variation, and Schedule TO-I/A, as applicable, and in DIRTT's other filings available on SEDAR+ and EDGAR, to consult their own financial, tax and legal advisers, and to make their own decisions as to whether to deposit debentures to the offer and, if so, what principal amount of debentures to deposit.

This press release is neither an offer to purchase, nor a solicitation of an offer to sell any debentures. The solicitation and the offer to purchase debentures by the company will only be made pursuant to the offer and circular, Schedule TO, and letter of transmittal, as amended by the notice of variation and Schedule TO-I/A, as applicable, and other related documents. The issuer bid documents will be available free of charge at the SEC website. The company's other public filings with the SEC, including annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, are also available free of charge on EDGAR and on the company's website. Debentureholders are urged to carefully read these materials prior to making any decision with respect to the issuer bid.

About DIRTT Environmental Solutions Ltd.

DIRTT is a leader in industrialized construction. DIRTT's system of physical products and digital tools empowers organizations, together with construction and design leaders, to build high performing, adaptable, interior environments. Operating in the workplace and the health care, education and public sector markets, DIRTT's system provides total design freedom and greater certainty in cost, schedule and outcomes. DIRTT's interior construction solutions are designed to be highly flexible and adaptable, enabling organizations to easily reconfigure their spaces as their needs evolve. Headquartered in Calgary, Alta., Canada, DIRTT trades on the Toronto Stock Exchange under the symbol DRT.

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